END USER LICENSE AGREEMENT

END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
Read the following terms and conditions carefully before even installing, using, copying, transmitting or
distributing this product because by installing, using, copying, transmitting or distributing this product,
you agree to all of the terms of The Music Producer End User License Agreement (EULA), as stated
below.
If you do not agree to any of the terms of this The Music Producer End User License Agreement
then do not install, use, copy, transmit or distribute this (copy of the) product and promptly, in any case
not later than five (5) working days after the date of purchase or payment for the product(s) as
evidenced by your order confirmation, receipt, or invoice, return the product unused along with a copy
of order confirmation, receipt, or invoice and a notice of disagreement to The Music Producer 1410
20th St. Miami Beach FL 33139. A duly returned product together with a complete ‘Letter of
Destruction.’ will be promptly refunded.
If you can not comply to any of the terms of this The Music Producer End User License
Agreement due to statute, judicial order, or regulation, then you must (i) send a printed copy of the
EULA back to The Music Producer, (ii) cite the statute or regulation that prohibits you from adhering to
the EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited
by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at
computer programming to be able to understand it. Except to the extent prohibited by statute or
regulation in which case you have to comply with the terms of this EULA to the maximum extent
possible, the installation, use, copy, distribution or modification of this software is subject to the
acceptance of The Music Producer of the changed clauses. You may not install, use, copy, transmit or
distribute this product than after you received a signed copy of the changed The Music Producer End
User License Agreement.
THE MUSIC PRODUCER END USER LICENSE AGREEMENT
This is an End User License Agreement, hereinafter referred to as ”EULA“, between The Music
Producer LLC (limited liability company) registered in the state of Florida, with registered office at
th
1410 20 St. Miami Beach FL 33139 and You, that applies, if not specified otherwise, to present
and future versions of THE MUSIC PRODUCER and related software products as well as any
updates, upgrades or maintenance releases of that software that are distributed by The Music
Producer, hereinafter referred to as the ”Software“; and the demo songs contained in the product
package of the Software, including but not limited to digitally recorded sounds, samples, loops,
rhythm patterns or patches and digitally reproduced music, hereinafter referred to as the ”Demo
Songs“.
”You” or ”your” means you or of you, as an individual or as a legal entity exercising rights under,
and complying with all of the terms of, this EULA. For legal entities, "you" includes any entity that
controls, is controlled by, or is under common control with you. For purposes of this definition,
"control" means (i) the power, direct or indirect, to cause the direction or management of such
entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the
outstanding shares, or (iii) beneficial ownership of such entity.
You expressly declare and warrant that you have the legal authority and capacity to enter into this
EULA and that the information that has been and will be provided to The Music Producer is true
and complete and that you will update such information promptly in case of changes.
Unless you have a different license agreement signed by The Music Producer, your installation,
use, copy, distribution or modification of the Software indicates your acceptance of all of the
terms of this EULA.
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This EULA identifies the terms under which you may install, use, copy, distribute or modify the
Software.
YOUR USER RIGHTS
For as long as you are not in breach of the EULA and in consideration of payment for the license
fee, The Music Producer hereby grants you, a personal, non-exclusive, non-transferable and
revocable license, being the right to use this copy of the Software (and its user manual) as a
single person who uses the Software personally on one or more computers or workstations. The
Software is licensed, not sold.
You may personally access this copy of the Software through a network, provided that you as
well as any other person who accesses this copy through the network has obtained a separate
personal license, regardless of whether the Software is used at different times or concurrently.
Any, even non-simultaneous, use by multiple people of a personally licensed copy of the
Software is strictly prohibited. This is not a concurrent use license. You may personally make one
(1) back-up copy insofar as it is necessary for the use you may make of the Software.
You expressly declare that The Music Producer has provided you with an online tutorial, which
describes the operation and operating procedures for the Software. This license explicitly does
not include training or assistance or any other activities with respect of the utilization of the
Software. You shall be responsible for installation of the Software on the computer(s) or
workstation(s) and shall advise proper configuration of the hardware used, preparation of backups, and operating methods.
PROPERTY RIGHTS
The Software, Demo Songs, and Samples in its entirety and each part of it, are protected by
United States of America copyright laws, international treaty provisions (Convention of Bern) and
European Directives.
You acknowledge and agree that the Software, including but not limited to the source code, the
structure and organization, and the Demo Songs in its entirety and each part of it, are proprietary
to The Music Producer and/or its partners and that The Music Producer and/or its partners retain
exclusive ownership of all right, title and interest in and to the Software, Demo Songs, Samples,
documentation and trademarks. As producer(s) of the databases contained in the Software and
the product package of the Software The Music Producer and/or its partners retain all sui generis
rights in the content.
Notwithstanding the foregoing, The Music Producer shall in no event claim ownership rights to
new and original music made by using the Software.
You shall not remove, modify, destroy or obscure any proprietary, trademark or copyright
markings or notices. You will take all reasonable measures to protect The Music Producer’s
proprietary rights in the Software, the Demo Songs, Samples and appropriate documentation.
You are not granted any rights to patents, copyrights, trade secrets, trade names, trademarks
(whether registered or unregistered), or any other rights, franchises or licenses with respect to the
Software or the Demo Songs.
All rights of any kind in the Software,Demo Songs and Samples which are not expressly granted
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in this EULA, are entirely and exclusively reserved to and by The Music Producer and/or its
partners.
YOUR OBLIGATIONS
Without restricting the generality of the foregoing you shall not, nor give anyone permission to (i)
rent, lease, alter, modify, translate, reverse engineer, decompile, disassemble or create derivative
works based on the Software, (ii) make access to the Software available to others in connection
with a service bureau, application service provider, or similar business, (iii) export or re-export the
Software either directly or indirectly, without the prior written consent of The Music Producer and
without the required export license.
On the other hand, without any prejudice to the above, you shall, (iv) abide by all laws in the
course of using the Software and shall not use the Software for illegal purposes, and in general
you shall use the Software in good faith and under conditions that can be considered as normal
use, (v) take all commercially reasonable precautions to prevent unauthorized use or misuse of
the Software, (vi) be liable, to the extent possible by law, for holding The Music Producer and/or
its contractors harmless for damages resulting from unauthorized and/or non-compliant use of the
Software within your area of control, (vii) make no copies of the Software or documentation, other
than the back-up copy as stated under the ”Your User Rights“ part of this EULA, (ix) use the
Software to violate any laws or statutes.
You shall also not, nor give anyone permission to (i) duplicate, rent, lease, modify, disassemble
or create derivative works based on the Demo Songs, (ii) synchronize the Demo Songs with any
videotape or film, or print the Demo Songs in the form of standard music notation, (iii) use the
Demo Songs for broadcast or transmission of any kind, resell or redistribute the Demo Songs "as
is" (i.e., stand alone) in any way, including for use in sampling or sample playback units, or in any
sound library product, or in any radio or television broadcast, soundtrack, film or other commercial
product in any media, whether the Demo Songs remain in their original form or are reformatted,
mixed, filtered, re-synthesized or otherwise edited.
On the other hand, without any prejudice to the above, you shall (i) abide by all laws in the
course of using the Demo Songs and not to use the Demo Songs for illegal purposes, and in
general to use the Demo Songs in good faith and under conditions that can be considered as
normal use, (ii) take all reasonable precautions to prevent unauthorized use or misuse of the
Demo Songs, (iii) be liable, to the extent possible by law, for holding The Music Producer and/or
its partners harmless for damages resulting from unauthorized and/or non-compliant use of the
Demo Songs within your area of control.
With regards to any third party software that may be incorporated in the Software, you shall not,
nor give anyone permission to duplicate, rent, lease, alter, modify or disassemble the ‘third party
software’, including the schematics, in any form or format whatsoever. Additionally, and without
any prejudice to the above, you shall not create derivative works of the ‘third party software’ or
the schematics contained within, including (but not limited to) the compilation of plugin’s (Synth,
Effects, Dashboards, …) and/or give anyone permission to duplicate or download (even for free),
such plugin’s.
If you are an educational institution, for example (but not limited to) a school or university, and/or
have acquired or have at any point the intent to use the Software for educational purposes, you
acknowledge and accept that this EULA does not extend to the use of the ‘third party software’
that is incorporated in the Software. You acknowledge and agree that such use of the third party
software is subject to a license agreement concluded by you with the concerned third party for
educational purposes and/or as a educational institution.
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TERMINATION
The Music Producer may immediately terminate this EULA without prior notice, should your
conduct fail to conform to the terms and conditions of this EULA or of any other agreement with
The Music Producer. Upon termination, you will promptly return all copies (if any) of any and all
Software to The Music Producer. You may not continue to use any portions of the Software in any
way and under any circumstances this license has been terminated. You will not be entitled to
any refund of amount paid for the use the Software, or any other amounts for any reason.
DISCLAMIER
Subject to the other provisions in this provision, The Music Producer warrants to you, the original
licensee, that the media on which the Software is recorded will be free of defects in material and
workmanship under normal use for a period of thirty (30) days from purchase, and that the
Software will perform substantially in accordance with the user guide for a period of thirty (30)
days from purchase. The Music Producer's sole responsibility under this warranty will be, at its
option, (1) to use reasonable efforts to correct any defects that are reported to it within the
foregoing warranty period or (2) to refund the full purchase price. The Music Producer does not
warrant that the Software will be error free, nor that all program errors will be corrected. In
addition, The Music Producer makes no warranties if the failure of the Product results from
accident, abuse or misapplication. All requests for warranty assistance shall be directed to The
TH
Music Producer at the following address: 1410 20 ST UNIT 216, MIAMI BEACH FL 33139
The express warranty set forth in the above provision is the only warranty given by The Music
Producer with respect to the entire product package including Software,Demo Songs,
Samplesand all accompanying files, data and materials The Music Producer makes no other
warranties.
The Music Producer disclaims all warranties, either express or implied, including without limitation
any warranties of merchantability, fitness for a particular purpose or title or warranty of noninfringement of any intellectual property or warranty against computer viruses. The Music
Producer does not represent nor warrant that any service will at any moment be uninterrupted or
fault-free.
Good data processing, data transformation or data modeling procedure dictates that any program
be thoroughly tested with non-critical data before relying on it. The user must assume the entire
risk of using the program. This disclaimer of warranty constitutes an essential part of the
agreement.
In no event shall The Music Producer, or its principals, shareholders, officers, employees,
affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental,
consequential, or punitive damages whatsoever relating to the use of the Software, the Demo
Songs, or your relationship with The Music Producer.
In addition, in no event does The Music Producer authorize you to use the Software in
applications or systems where the Software's failure to perform can reasonably be expected to
result in a significant physical injury, or in loss of life. Any such use by you is entirely at your own
risk, and you agree to hold The Music Producer harmless from any claims or losses relating to
such unauthorized use.
INDEMNITY
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You agree to defend, indemnify and hold harmless The Music Producer, or its agents, principals,
shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, for
any claim, demand or action made by any third party, irrespective of the nature of the claim,
demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death)
resulting from your authorized or unauthorized use, possession, modification, or alteration of the
Software, Demo Songs or Samples.
The Music Producer reserves the right to defend or settle itself, without your consent, of the
claims, demands or actions brought against The Music Producer, its agents, principals,
shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, at
your expenses, including all associated costs, expenses and liabilities, including, without
limitation, attorneys' fees and you will provide all useful assistance, at your own cost, to The
Music Producer in defending or settling the claims, demands or actions and assume all liability.
NON ASSIGNMENT
You may not assign or try to assign or sublicense or otherwise deal with any of the rights and
obligations under this EULA.
COMPLETE AGREEMENT
This Agreement is the complete statement of the Agreement between the parties on the subject
matter, and merges and supersedes all other or prior understandings, purchase orders,
agreements and arrangements.
PRIVACY POLICY
The Music Producer respects and protects your privacy. The information collected during the
installation, use or distribution of the Software will be used for the sole purpose of the proper
functioning of The Music Producer services. The Music Producer fully complies with laws on
privacy protection in relation to the processing of personal data as modified by the law of
December 11, 1998, implementing the European directive of October 24, 1995. Unless otherwise
agreed, IL shall not sell nor transfer your personal data to any third party. All requests about
privacy should be sent at [email protected]
WAIVER
The failure of The Music Producer to exercise or enforce any of its rights under this EULA is not
to be taken as or deemed to be a waiver of that right.
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SERVERABILITY
Part or all of any clause of the EULA that is unenforceable, invalid or illegal will be severed from
this EULA and will not in any way affect the validity, legality and enforceability of the remaining
provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition
shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be
substituted by a new provision which reflects the original purpose and comes as close as possible
to the original purpose of the invalid, illegal or unenforceable provision term or condition upon
which the parties can agree upon without violation of any law or statutory provision.
Any law or regulation that provides that the language of a contract shall be construed against the
drafter shall not apply to this License.
AMENDMENT OF THE AGREEMENT
The Music Producer shall have the right to amend, modify or alter the present EULA from time to
time without prior notice.
APPLICABLE LAW AND JURISDICTION
The enforceability, construction, interpretation, and validity of this EULA shall be governed by the
laws of the United States of America and the European Union. The application of the United
Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts
located in the state of Florida, and you consent to such jurisdiction and court.
END USER ACKNOWLEDGEMENT
You acknowledge that you have read and understood this EULA and agree to be bound by its
terms. The express terms of the EULA are in lieu of all implied warranties of merchantability,
conditions, terms, undertakings and obligations implied by statute, common law, custom, trade
usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent
permitted by law.
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